Hanover, 5 January 2021

TUI AG Extraordinary General Meeting

Shareholders confirm capital measures and conversion right of WSF with large majority / Agreement with WSF on silent participations signed / Requirements for third financing package fulfilled

At today's Extraordinary General Meeting of TUI AG, which was held virtually, the presence, including votes cast, corresponded to 44.58 percent of the share capital. Shareholders approved the three agenda items with a large majority.

The reduction of share capital from 2.56 euros per share to 1.00 euro per share was approved by 99.59 percent of the shareholders, and the subsequent capital increase of approximately 509 million euros was approved by 97.95 percent. The conversion right of the WSF into shares of TUI AG in accordance with Silent Participation I was approved by 98.04 percent of shareholders. The EGM closed at 1:28 pm CET.

Prior to this, the other components of the third financing package, which was announced on December 2, 2020, had already been fulfilled. The Economic Stabilization Fund (WSF) and TUI AG signed the agreement for two silent participations totaling 1.091 billion euros. The WSF measures comprise a silent participation convertible into shares in TUI of 420 million euros (Silent Participation I). The second silent participation amounts to 671 million euros. The second silent participation has been extended by the amount of the outstanding government guarantees as announced in the ad-hoc announcement of December 2, 2020. As soon as the guarantees are received, the second silent participation will be reduced accordingly. The EU Commission has already approved the contract.

The implementation of the components of the third financing package will also grant an prolongation of a portion of the existing KfW credit line in the amount of 500 million euros. This would otherwise have ceased to be available on April 1, 2021. The partial amount now also has a maturity like the rest of the existing KfW credit line (July 2022), once the outstanding senior bond is redeemed with the funds from the capital increase.

Under the third financing package, KfW is also participating in an additional loan facility together with private banks in the amount of 200 million euros.

The third financing package has a total volume of around 1.8 billion euros. Full details and components of the third financing package can be found here: www.tuigroup.com/en-en/investors/news/2020/ad-hoc-announcements/20201202. The voting results on the three agenda items of the extraordinary General Meeting can also be found at www.tuigroup.com/en-en/investors/agm from January 6, 2021.